As filed with the Securities and Exchange Commission on November 22, 1996
Registration No. 333-15897
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
to
FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
HUMPHREY HOSPITALITY TRUST, INC.
(Exact name of registrant as specified in governing instruments)
12301 OLD COLUMBIA PIKE
SILVER SPRING, MARYLAND 20904
(Address of principal executive offices)
JAMES I. HUMPHREY, JR.
12301 OLD COLUMBIA PIKE
SILVER SPRING, MARYLAND 20904
(301) 680-4343
(Name and address of agent for service)
---------------
COPIES TO:
THURSTON R. MOORE, ESQ. JAMES J. WHEATON, ESQ.
HUNTON & WILLIAMS WILLCOX & SAVAGE, P.C.
RIVERFRONT PLAZA 1800 NATIONSBANK CENTER
951 EAST BYRD STREET ONE COMMERCIAL PLACE
RICHMOND, VIRGINIA 23219 NORFOLK, VIRGINIA 23510
(804) 788-8200 (804) 628-5619
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: AS soon as practicable after the effective date of this Registration
Statement.
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 30. Other Expenses of Issuance and Distribution
Set forth below is an estimate of the approximate amount of the fees
and expenses (other than sales commissions) payable by the Registrant in
connection with the issuance and distribution of the Common Shares.
<TABLE>
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Securities and Exchange Commission, registration fee............................................. $ 3,050
NASD filing fee.................................................................................. 1,507
Printing and mailing............................................................................. 20,000
Accountant's fees and expenses................................................................... 40,000
Nasdaq National Market listing fee............................................................... 17,554
Counsel fees and expenses........................................................................ 125,000
Miscellaneous.................................................................................... 17,889
--------
Total........................................................................................ $225,000
=======
</TABLE>
Item 31. Sales to Special Parties
None.
Item 32. Recent Sales of Unregistered Securities
None.
Item 33. Indemnification of Directors and Officers
The Articles of Incorporation of the Company contain a provision which,
subject to certain exceptions described below, eliminates the liability of a
Director or officer to the Company or its shareholders for monetary damages for
any breach of duty as a Director or officer. This provision does not eliminate
such liability to the extent that it is proved that the Director or officer
engaged in willful misconduct or a knowing violation of criminal law or of any
federal or state securities law.
The Company's Articles of Incorporation also require the Company to
indemnify any Director or officer who is or was a party to a proceeding,
including a proceeding by or in the right of the Company, by reason of the fact
that he or she is or was such a Director or officer or is or was serving at the
request of the Company as a director, officer, employee or agent of another
entity provided that the Board of Directors determines that the conduct in
question was in the best interest of the Company and such person was acting on
behalf of the Company. A Director or officer of the Company is entitled to be
indemnified against all liabilities and expenses incurred by the Director or
officer in the proceeding, except such liabilities and expenses as are incurred
(i) if such person is an Independent Director or officer, because of his or her
gross negligence, willful misconduct or knowing violation of the criminal law or
(ii) in the case of the Director other than the Independent Directors, because
of his or her negligence or misconduct. Unless a determination has been made
that indemnification is not permissible, a director or officer also is entitled
to have the Company make advances and reimbursement for expenses prior to final
disposition of the proceeding upon receipt of a written undertaking from the
Director or officer to repay the amounts advanced or reimbursed if it is
ultimately determined that he or she is not entitled to indemnification. Such
advance shall be permissible when the proceeding has been initiated by a
shareholder of the Company only if such advance is approved by a court of
competent jurisdiction. The Board of Directors of the Company also has the
authority to extend to any person who is an employee or agent of the Company, or
who is or was serving at the request of the Company as a director, officer,
employee or agent of another entity, the same indemnification rights held by
Directors and officers, subject to all of the accompanying conditions and
obligations.
The Company has not purchased director and officer liability insurance
for the purpose of providing a source of funds to pay any indemnification
described above.
II-1
<PAGE>
The Underwriting Agreement contains certain provisions pursuant to
which certain officers, directors and controlling persons may be entitled to be
indemnified by the underwriter named therein.
Item 34. Treatment of Proceeds from Shares Being Registered
None.
Item 35. Financial Statements and Exhibits
INDEX TO FINANCIAL STATEMENTS
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HUMPHREY HOSPITALITY TRUST, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1995 F-4
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 F-6
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS
OF SEPTEMBER 30, 1996 F-8
INDEPENDENT AUDITORS' REPORT F-11
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 1994 AND 1995
AND SEPTEMBER 30, 1996 (UNAUDITED) F-12
CONSOLIDATED STATEMENTS OF INCOME FOR THE PERIOD AUGUST 23, 1994 (DATE
OF INCORPORATION) THROUGH DECEMBER 31, 1994, THE YEAR ENDED DECEMBER
31, 1995, AND THE NINE MONTHS ENDED SEPTEMBER 30, 1996 (UNAUDITED) F-13
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY FOR THE
PERIOD AUGUST 23, 1994 (DATE OF INCORPORATION) THROUGH
DECEMBER 31, 1994, THE YEAR ENDED DECEMBER 31, 1995, AND THE
NINE MONTHS ENDED SEPTEMBER 30, 1996 (UNAUDITED) F-14
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE PERIOD
AUGUST 23, 1994 (DATE OF INCORPORATION) THROUGH DECEMBER
31, 1994, THE YEAR ENDED DECEMBER 31, 1995, AND THE NINE
MONTHS ENDED SEPTEMBER 30, 1996 (UNAUDITED) F-15
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-18
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION F-32
NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
DEPRECIATION F-34
HUMPHREY HOSPITALITY MANAGEMENT, INC.
INDEPENDENT AUDITORS' REPORT F-35
II-2
<PAGE>
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BALANCE SHEETS AS OF DECEMBER 31, 1994 AND 1995 AND SEPTEMBER
30, 1996 (UNAUDITED) F-36
STATEMENTS OF OPERATIONS FOR THE PERIOD FROM AUGUST 18, 1994 (DATE OF
INCORPORATION) THROUGH DECEMBER 31, 1994, THE YEAR ENDED DECEMBER
31, 1995, AND THE NINE MONTHS ENDED SEPTEMBER 30, 1996 (UNAUDITED) F-37
STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) FOR THE PERIOD
FROM AUGUST 18, 1994 (DATE OF INCORPORATION) THROUGH
DECEMBER 31, 1994, THE YEAR ENDED DECEMBER 31, 1995, AND THE
NINE MONTHS ENDED SEPTEMBER 30, 1996 (UNAUDITED) F-38
STATEMENTS OF CASH FLOWS FOR THE PERIOD FROM AUGUST 18, 1994 (DATE OF
INCORPORATION) THROUGH DECEMBER 31, 1994, THE YEAR ENDED DECEMBER
31, 1995, AND THE NINE MONTHS ENDED SEPTEMBER 30, 1996 (UNAUDITED) F-39
NOTES TO FINANCIAL STATEMENTS F-40
COMBINED SELLING PARTNERSHIPS - INITIAL HOTELS
INDEPENDENT AUDITORS' REPORT F-44
COMBINED BALANCE SHEETS AS OF DECEMBER 31, 1992 AND 1993
AND NOVEMBER 28, 1994 F-45
COMBINED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
DECEMBER 31, 1991, 1992, AND 1993 AND THE PERIOD JANUARY 1,
1994 THROUGH NOVEMBER 28, 1994 F-46
COMBINED STATEMENTS OF PARTNERS' DEFICIT FOR THE YEARS
ENDED DECEMBER 31, 1991, 1992, 1993 AND THE PERIOD JANUARY 1,
1994 THROUGH NOVEMBER 28, 1994 F-47
COMBINED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
DECEMBER 31, 1991, 1992, AND 1993 AND THE PERIOD JANUARY 1,
1994 THROUGH NOVEMBER 28, 1994 F-48
NOTES TO COMBINED FINANCIAL STATEMENTS F-49
ACQUISITION HOTEL
DAYS INN - FARMVILLE
INDEPENDENT AUDITORS' REPORT F-60
HISTORICAL SUMMARIES OF GROSS REVENUE AND DIRECT
OPERATING EXPENSES FOR THE YEARS ENDED DECEMBER
31, 1992 AND 1993 AND THE PERIOD FROM JANUARY 1, 1994
THROUGH OCTOBER 31, 1994 F-61
NOTE TO HISTORICAL SUMMARIES OF GROSS REVENUE AND
DIRECT OPERATING EXPENSES F-62
II-3
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FARMVILLE LODGING ASSOCIATES, LLC
INDEPENDENT AUDITORS' REPORT F-63
BALANCE SHEETS AS OF DECEMBER 31, 1994 AND JULY 20, 1995
(DATE OF SALE) F-64
STATEMENTS OF OPERATIONS FOR THE PERIOD NOVEMBER 1, 1994 (DATE
OF INCEPTION) THROUGH DECEMBER 31, 1994 AND THE PERIOD
JANUARY 1, 1995 THROUGH JULY 20, 1995
(DATE OF SALE) F-65
STATEMENTS OF PARTNERS' EQUITY FOR THE PERIOD NOVEMBER 1, 1994
(DATE OF INCEPTION) THROUGH DECEMBER 31, 1994 AND THE
PERIOD JANUARY 1, 1995 THROUGH JULY 20, 1995
(DATE OF SALE) F-66
STATEMENTS OF CASH FLOWS FOR THE PERIOD NOVEMBER 1, 1994 (DATE
OF INCEPTION) THROUGH DECEMBER 31, 1994 AND THE PERIOD
JANUARY 1, 1995 THROUGH JULY 20, 1995
(DATE OF SALE) F-67
NOTES TO FINANCIAL STATEMENTS F-68
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION F-71
NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
DEPRECIATION F-73
II-4
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibits
*1.1 Form of Underwriting Agreement.
*1.2 Form of Selected Dealer Agreement.
*3.1 Amended and Restated Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-11 (Registration No. 33-83658)).
*3.2 Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to
the Company's Registration Statement on Form S-11 (Registration No.
33-83658)).
*4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit
4.1 to the Company's Registration Statement on Form S-11 (Registration
No. 33-83658)).
*5.1 Opinion of Hunton & Williams.
8.1 Opinion of Hunton & Williams as to Tax Matters.
*10.1 First Amended and Restated Agreement of Limited Partnership of
Humphrey Hospitality Limited Partnership (incorporated by reference to
Exhibit 10.1 to the Company's Registration Statement on Form S-11
(Registration No. 33-93346)).
*10.2 Second Amended and Restated Agreement of Limited Partnership of
Solomons Beacon Inn Limited Partnership (incorporated by reference to
Exhibit 10.2 to the Company's Registration Statement on Form S-11
(Registration No. 33-93346)).
*10.3 Agreement of Purchase and Sale dated November 29, 1994 between
Dahlgren Lodging Associates Limited Partnership and Humphrey
Hospitality Limited Partnership for the Comfort Inn - Dahlgren,
Virginia (incorporated by reference to Exhibit 10.3 to the Company's
Registration Statement on Form S-11 (Registration No. 33-93346)).
*10.4 Agreement of Purchase and Sale dated November 29, 1994 between Dublin
Lodging Associates Limited Partnership and Humphrey Hospitality
Limited Partnership for the Comfort Inn - Dublin, Virginia
(incorporated by reference to Exhibit 10.4 to the Company's
Registration Statement on Form S-11 (Registration No. 33-93346)).
*10.5 Agreement of Purchase and Sale dated November 29, 1994, between
Elizabethton Lodging Associates Limited Partnership and Humphrey
Hospitality Limited Partnership for the Comfort Inn - Elizabethton,
Tennessee (incorporated by reference to Exhibit 10.5 to the Company's
Registration Statement on Form S-11 (Registration No. 33-93346)).
*10.6 Agreement of Purchase and Sale dated November 29, 1994 between
Farmville Motor Inn Limited Partnership and Humphrey Hospitality
Limited Partnership for the Comfort Inn - Farmville, Virginia
(incorporated by reference to Exhibit 10.6 to the Company's
Registration Statement on Form S-11 (Registration No. 33-93346)).
*10.7 Agreement of Purchase and Sale dated November 29, 1994 between
Morgantown Lodging Associates Limited Partnership and Humphrey
Hospitality Limited Partnership for the Comfort Inn -Morgantown, West
Virginia (incorporated by reference to Exhibit 10.7 to the Company's
Registration Statement on Form S-11 (Registration No. 33-93346)).
*10.8 Agreement of Purchase and Sale dated November 29, 1994 between
Princeton Inn Limited Partnership and Humphrey Hospitality Limited
Partnership for the Comfort Inn - Princeton, West Virginia
(incorporated by reference to Exhibit 10.8 to the Company's
Registration Statement on Form S-11 (Registration No. 33-93346)).
*10.9 Agreement of Purchase and Sale dated November 29, 1994 between
Wytheville Motor Inn Limited Partnership and Humphrey Hospitality
Limited Partnership for the Best Western - Wytheville, Virginia
(incorporated by reference to Exhibit 10.9 to the Company's
Registration Statement on Form S-11 (Registration No. 33-93346)).
*10.10 Agreement of Purchase and Sale dated June 8, 1995 between Farmville
Lodging Associates, LLC, and Humphrey Hospitality Limited Partnership
for the Days Inn - Farmville, Virginia (incorporated by reference to
Exhibit 10.10 to the Company's Registration Statement on Form S-11
(Registration No. 33-93346)).
*10.11 Percentage Lease Agreement dated November 29, 1994 between Humphrey
Hospitality Limited Partnership and Humphrey Hospitality Management,
Inc. relating to the Comfort Inn - Dahlgren,
II-5
<PAGE>
Virginia (incorporated by reference to Exhibit 10.11 to the Company's
Registration Statement on Form S-11 (Registration No. 33-93346)).
*10.12 Percentage Lease Agreement dated November 29, 1994 between Humphrey
Hospitality Limited Partnership and Humphrey Hospitality Management,
Inc. relating to the Comfort Inn - Dublin, Virginia (incorporated by
reference to Exhibit 10.12 to the Company's Registration Statement on
Form S-11 (Registration No. 33-93346)).
*10.13 Percentage Lease Agreement dated November 29, 1994 between Humphrey
Hospitality Limited Partnership and Humphrey Hospitality Management,
Inc. relating to the Comfort Inn - Elizabethton, Tennessee
(incorporated by reference to Exhibit 10.13 to the Company's
Registration Statement on Form S-11 (Registration No. 33-93346)).
*10.14 Percentage Lease Agreement dated November 29, 1994 between Humphrey
Hospitality Limited Partnership and Humphrey Hospitality Management,
Inc. relating to the Comfort Inn - Farmville, Virginia (incorporated
by reference to Exhibit 10.14 to the Company's Registration Statement
on Form S-11 (Registration No. 33-93346)).
*10.15 Percentage Lease Agreement dated November 29, 1994 between Humphrey
Hospitality Limited Partnership and Humphrey Hospitality Management,
Inc. relating to the Comfort Inn - Morgantown, West Virginia
(incorporated by reference to Exhibit 10.15 to the Company's
Registration Statement on Form S-11 (Registration No. 33-93346)).
*10.16 Percentage Lease Agreement dated November 29, 1994 between Humphrey
Hospitality Limited Partnership and Humphrey Hospitality Management,
Inc. relating to the Comfort Inn - Princeton, West Virginia
(incorporated by reference to Exhibit 10.16 to the Company's
Registration Statement on Form S-11 (Registration No. 33-93346)).
*10.17 Percentage Lease Agreement dated November 29, 1994 between Humphrey
Hospitality Limited Partnership and Humphrey Hospitality Management,
Inc. relating to the Best Western - Wytheville, Virginia (incorporated
by reference to Exhibit 10.17 to the Company's Registration Statement
on Form S-11 (Registration No. 33-93346)).
*10.18 Form of Percentage Lease Agreement between Humphrey Hospitality
Limited Partnership and Humphrey Hospitality Management, Inc. relating
to the Days Inn - Farmville, Virginia (incorporated by reference to
Exhibit 10.18 to the Company's Registration Statement on Form S-11
(Registration No. 33-93346)).
*10.19 Percentage Lease Agreement dated November 29, 1994 between Solomons
Beacon Inn Limited Partnership and Humphrey Hospitality Management,
Inc. relating to the Comfort Inn - Beacon Marina, Solomons, Maryland
(incorporated by reference to Exhibit 10.19 to the Company's
Registration Statement on Form S-11 (Registration No. 33-93346)).
*10.20 Option Agreement (incorporated by reference to Exhibit 10.6 to the
Company's Registration Statement on Form S-11 (Registration No.
33-83658)).
*10.21 Non-Competition Agreement (incorporated by reference to Exhibit 10.7
to the Company's Registration Statement on Form S-11 (Registration No.
33-83658))
*10.22 Services Agreement dated as of January 1, 1996 between the Company and
the Lessee.
*10.23 First Amendment to Services Agreement, dated as of October 1, 1996,
between the Company and the Lessee.
*10.24 Construction Loan Agreement dated April 1, 1996, by and among the
Partnership, and Mercantile.
*10.25 Development Services Agreement, dated as of April 4, 1996, between the
Partnership and Humphrey Development.
*10.26 First Amendment to Development Services Agreement dated November 6,
1996 between the Partnership and Humphrey Development.
*23.1 Consent of Hunton & Williams (included in Exhibits 5.1 and 8.1).
*23.2 Consent of Reznick Fedder & Silverman.
- --------------------
*Previously filed.
II-6
<PAGE>
Item 36. Undertakings
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions referred to in Item 33 of this
Registration Statement, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer, or controlling person of the Registrant in the successful defense of
any action, suit, or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question as to whether such indemnification by it is against public policy
as expressed in the Act, and will be governed by the final adjudication of such
issue.
The undersigned Registrant hereby undertakes to provide to the
underwriters at the closing specified in the Underwriting Agreement certificates
in such denominations and registered in such names as required by the
underwriters to permit prompt delivery to each purchaser.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of Prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a form
of Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of Prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Silver
Spring, State of Maryland, on the 21st day of November, 1996.
Humphrey Hospitality Trust, Inc.,
a Virginia corporation
(Registrant)
By /s/ James I. Humphrey, Jr.
------------------------------
James I. Humphrey, Jr.
Chairman of the Board and
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on the 21st day
of November, 1996 in the capacities indicated.
Signature Title
- --------- -----
/s/ James I. Humphrey, Jr. Chairman of the Board of Directors,
- -------------------------- President and Director (Principal
James I. Humphrey, Jr Executive Officer,
Financial and Accounting Officer)
/s/ Charles A Mills, III* Treasurer, Vice President and Director
- --------------------------
Charles A. Mills, III
/s/ Margaret Allen* Director
- --------------------------
Margaret Allen
/s/ Andrew A. Mayer* Director
- --------------------------
Andrew A. Mayer
/s/ Leah T. Robinson* Director
- --------------------------
Leah T. Robinson
/s/ George R. Whittemore* Director
- --------------------------
George R. Whittemore
/s/ Jeffrey M. Zwerdling* Director
- --------------------------
Jeffrey M. Zwerdling
II-8
[Hunton & Williams Letterhead]
November 22, 1996
Humphrey Hospitality Trust, Inc.
12301 Old Columbia Pike
Silver Spring, Maryland 20904
Humphrey Hospitality Trust, Inc.
Qualification as
Real Estate Investment Trust
Ladies and Gentlemen:
We have acted as counsel to Humphrey Hospitality Trust, Inc.,
a Virginia corporation (the "Company"), in connection with the preparation of a
Form S-11 registration statement (the "Registration Statement") filed with the
Securities and Exchange Commission on November 12, 1996 (No. 333-15897), with
respect to the offering and sale (the "Offering") of 1,000,000 shares of common
stock, par value $.01 per share, of the Company (the "Common Stock"), and the
Com-pany's contribution of the net proceeds of the Offering to Humphrey
Hospitality Limited Partnership, a Virginia limited partnership (the "Operating
Partnership"), in exchange for an additional limited partnership interest in the
Operating Partnership. The Company currently owns a 78.91% general partnership
interest in the Operating Partnership. You have requested our opinion regarding
certain U.S. federal income tax matters in connection with the Offering.
The Operating Partnership and Solomons Beacon Inn Limited
Partnership, a Maryland limited partnership (the "Subsidiary Partnership"),
currently own interests in nine hotels and the associated personal property (the
"Hotels"). The Operating Partnership owns eight of the Hotels directly and the
Subsidiary Partnership owns the remaining Hotel. The Operating Partnership owns
a 99% general partnership interest, and the Company owns a 1% limited
partnership
<PAGE>
Humphrey Hospitality Trust, Inc.
November 21, 1996
Page 2
interest, in the Subsidiary Partnership. The Operating Partnership and the
Subsidiary Partnership lease each of the Hotels to Humphrey Hospitality
Management, Inc., a Maryland corporation (the Lessee"), pursuant to
substantially similar operating leases (collectively, the "Leases"). The Lessee
entered into substantially similar management agreements (collectively, the
"Management Agreements") with Humphrey Hotels, Inc., a Maryland corporation (the
"Operator"), pursuant to which the Operator operated and managed the Hotels on
behalf of the Lessee until early 1996, when the Lessee terminated the
Management Agreements and began operating and managing the Hotels.
The Operating Partnership is in the process of developing one
additional hotel (the "Development Hotel"). Upon the completion of the
Development Hotel, the Operating Partnership plans to enter into a lease
agreement with the Lessee with respect to the Development Hotel that is
substantially similar to the Leases, except that the Lessee will pay to the
Operating Partnership a fixed lease payment.
In connection with the opinions rendered below, we have
examined the following:
1. the Company's Amended and Restated Articles
of Incorporation, as filed with the Secretary of State of
the Commonwealth of Virginia on November 22, 1994;
2. the Company's Bylaws;
3. the prospectus contained as part of the
Registration Statement (the "Prospectus");
4. the First Amended and Restated Agreement of
Limited Partnership of the Operating Partnership, dated
November 29, 1994 (the "Operating Partnership Agreement"),
among the Company, as general partner, and James I.
Humphrey, Jr. and Humphrey Associates, Inc., a Maryland
corporation ("Humphrey Associates"), as limited partners;
5. the First Amendment to the Operating Part-
nership Agreement, dated July 20, 1995, among the Company,
as general partner, and James I. Humphrey, Jr., Humphrey
Associates, and Farmville Lodging Associates, LLC, a Mary-
land limited liability company, as limited partners;
<PAGE>
Humphrey Hospitality Trust, Inc.
November 21, 1996
Page 3
6. the First Amended and Restated Agreement of
Limited Partnership of the Subsidiary Partnership, dated
November 29, 1994 (the "Subsidiary Partnership Agreement"),
among the Operating Partnership, as general partner, and the
Company, as limited partner;
7. the Leases;
8. the Management Agreements; and
9. such other documents as we have deemed neces-
sary or appropriate for purposes of this opinion.
In connection with the opinions rendered below, we have
assumed generally that:
1. each of the documents referred to above has been duly
authorized, executed, and delivered; is authentic, if an original, or is
accurate, if a copy; and has not been amended;
2. during its taxable year ending December 31, 1996 and
subsequent taxable years, the Company, the Operating Partnership, and the
Subsidiary Partnership have operated and will continue to operate in such a
manner that makes and will continue to make the representations contained in a
certificate, dated the date hereof and executed by a duly appointed officer of
the Company (the "Officer's Certificate"), true for such years;
3. the Company will not make any amendments to its
organizational documents, the Operating Partnership Agreement, or the Subsidiary
Partnership Agreement after the date of this opinion that would affect its
qualification as a real estate investment trust (a "REIT") for any taxable year;
4. each partner of the Operating Partnership and the
Subsidiary Partnership (a "Partner") that is a corporation or other entity,
other than the Company, has a valid legal existence;
<PAGE>
Humphrey Hospitality Trust, Inc.
November 21, 1996
Page 4
5. each Partner has full power, authority, and legal right to
enter into and perform the terms of the Operating Partnership Agreement and the
Subsidiary Partnership Agreement and the transactions contemplated thereby; and
6. no action will be taken by the Company, the Operating
Partnership, the Subsidiary Partnership, or the Partners after the date hereof
that would have the effect of altering the facts upon which the opinions set
forth below are based.
In connection with the opinions rendered below, we also have
relied upon the correctness of the representations contained in the Officer's
Certificate.
For purposes of our opinions, we made no independent
investigation of the facts contained in the documents and assumptions set forth
above, the representations set forth in the Officer's Certificate, or the
Prospectus. Consequently, we have relied on your representations that the
information presented in such documents, or otherwise furnished to us,
accurately and completely describes all material facts relevant to our opinions.
No facts have come to our attention, however, that would cause us to question
the accuracy and completeness of such facts or documents in a material way.
Based on the documents and assumptions set forth above, the
representations set forth in the Officer's Certificate, and the discussion in
the Prospectus under the caption "Federal Income Tax Considerations" (which is
incorporated herein by reference), we are of the opinion that:
(a) the Company qualified to be taxed as a REIT pursuant to
sections 856 through 860 of the Internal Revenue Code of 1986, as
amended (the "Code"), for its taxable years ended December 31, 1994 and
December 31, 1995, and the Company's organization and current and
proposed method of operation will enable it to continue to qualify as a
REIT for its taxable year ended Decem-ber 31, 1996, and in the future;
and
<PAGE>
Humphrey Hospitality Trust, Inc.
November 21, 1996
Page 5
(b) the descriptions of the law and the legal conclusions
contained in the Prospectus under the caption "Federal Income Tax
Considerations" are correct in all material respects, and the
discussion thereunder fairly summarizes the federal income tax
considerations that are likely to be material to a holder of the Common
Stock.
We will not review on a continuing basis the Company's compliance with the
documents or assumptions set forth above, or the representations set forth in
the Officer's Certificate. Accordingly, no assurance can be given that the
actual results of the Company's operations for its 1996 and subsequent taxable
years will satisfy the requirements for qualification and taxation as a REIT.
The foregoing opinions are based on current provisions of the
Code and the Treasury regulations thereunder (the "Regulations"), published
administrative interpretations thereof, and published court decisions. The
Internal Revenue Service has not issued Regulations or administrative
interpretations with respect to various provisions of the Code relating to REIT
qualification. No assurance can be given that the law will not change in a way
that will prevent the Company from qualifying as a REIT.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. We also consent to the references to Hunton &
Williams under the caption "Federal Income Tax Considerations" in the
Prospectus. In giving this consent, we do not admit that we are in the category
of persons whose consent is required by Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations promulgated thereunder by the
Securities and Exchange Commission.
The foregoing opinions are limited to the U.S.
federal income tax matters addressed herein, and no other
opinions are rendered with respect to other federal tax
<PAGE>
Humphrey Hospitality Trust, Inc.
November 21, 1996
Page 6
matters or to any issues arising under the tax laws of any other country, or any
state or locality. We undertake no obligation to update the opinions expressed
herein after the date of this letter. This opinion letter is solely for the
information and use of the addressee, and it may not be distributed, relied upon
for any purpose by any other person, quoted in whole or in part or otherwise
reproduced in any document, or filed with any governmental agency without our
express written consent.
Very truly yours,
/s/ Hunton & Williams
